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The Wandry Taxpayers Found The Formula

April 2012 | Issue 57 Introduction Taxpayers making gifts of hard-to-value property will sometimes employ a “formula clause” which enables them to retroactively adjust the size of their gift based on a value determination carried out subsequently to when the gift was made.  This is usually done in order to keep the overall size of [...] More...

Courts Allow Reallocation of Gifted Shares

January 2012 | Issue 56 Introduction The U.S. Court of Appeals for the Ninth Circuit, in Petter v. Commissioner, 653 F. 3d 1012, (8/4/11), found for the taxpayer in a case involving the use of a “formula clause” to reallocate gifts of property to heirs and charity. > The Plan Anne Petter lived in Washington [...] More...

Book Value was 2% of Fair Market Value in NJ Buyout Case

November 2011 | Issue 55 In Estate of Cohen v. Booth Computers (421 N.J. Super. 134, 22A. 3d 991, July 13, 2011), the question addressed was whether a family partnership agreement that provides for a buyout based on net book value may be enforced when the disparity between book value and fair market value is [...] More...

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Silicon Valley Venture Financing – Down Rounds Predominate

June 2009 | Issue 39

A survey of first quarter 2009 Silicon Valley venture capital financings reveals that the proportion of down round financings exceeded up rounds by 46% to 25%, with 29% flat. This was the first time since the fourth quarter of 2003 that down rounds exceeded up rounds. In the fourth quarter of 2008, down rounds accounted for 33% of financings. The corresponding figure for the first quarter of 2008 was 19%.

A down round is defined as a transaction in which the price is lower than that of the previous round of financing.

Overall Prices Down
Not surprisingly, the magnitude of price changes in first quarter 2009 venture financings also underwent a downward shift as compared to 2008. The average overall per share price change from the previous round in first quarter 2009 financings was -3%, as compared to +25% for the fourth quarter of 2008, and +49% for the first quarter of 2008.

One bright spot in the survey was that the percentage of up rounds increased each month during the first quarter of 2009, (January – 17%, February – 29%, March – 35%). The survey covered 92 venture financings, and was carried out by Fenwick & West LLP, a global law firm specializing in services to high technology and life science clients. A copy of the report is available here.